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Signatory Authorization

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General Policy

It is the policy of Emerson College that appropriate internal controls and accepted best practices be utilized in the approval of business transactions that bind Emerson College.

Reason for the Policy

The primary reasons for this policy are to: 1.) identify which positions are authorized to commit Emerson resources; 2.) establish associated dollar thresholds; 3.) define the events which College associates are authorized to exercise delegated authorities over, and 4.) set forth the College’s expectations of individuals who sign legally binding contracts on its behalf. This policy may be modified from time to time by the Vice President of Administration and Finance in accordance with Section III (H) of the Policy on Policies.

Definitions

As used in this policy, the following terms have the meaning specified below:

Approval: The right to ratify or confirm a decision or transaction on behalf of Emerson College or a department within the College

Authority: The right to make a decision or enter into a transaction on behalf of the College

Delegated Authority: The Authority granted under this policy to an associate to represent and make decisions on behalf of the College. Also, the action of someone with Authority appointing a subordinate to exercise that Authority. Delegated Authority may often be more limited in scope or dollar amount that that of the original Authority.

Event: Any action or step within a process or procedure, both transactional (i.e. incurring expenditure) and non-transactional (i.e. entering into a confidentiality agreement or other contract) over which levels of Delegated Authority need to be exercised

Associate: An employee, faculty member, or staff member

Key Office to Contact Regarding this Policy

The Vice President for Administration and Finance is responsible for oversight and implementation of this policy. Questions regarding this policy should be directed to the Associate Vice President for Procurement and Business Operation Strategies.

Elaboration of the Policy

1. Delegation of Approval Authority

Delegated Authority is implemented to assist the College in maintaining adequate control across all processes within the organization. Delegations of Authority are mechanisms by which Emerson College enables Associates who otherwise do not have Authority to act on behalf of the College.

Delegated Authority is defined at the College with a view to aligning responsibility and accountability in a manner that facilitates effective and efficient decision making, with an overall understanding of the effects that the decision will have on the College.

2. Levels of Authority

Appendix A has eight “Levels of Authority.” The Board of Trustees is “Level 1”, the President and the Vice President for Administration and Finance are Level 2, and the Senior Leadership Team is Level 3. In Appendix “A”, position titles have been allocated to Levels 2-8 in accordance with the specific Authority level to be delegated to that position. Any position title not found specifically in Level 1-8 is allocated to Level 9.

3. Changes to Authority Requirements

Any changes to Authority levels that will result in an increased approval limit or a greater level of Authority must be approved by the appropriate Level 3 member and the Vice President for Administration and Finance in accordance with Section III (H) of the Policy on Policies.

4. Defining Delegated Authority Requirements

Events requiring Delegated Authority have been defined for all areas and functions within the College and are outlined in the appendices. The Delegated Authority requirements for a particular process or function can be determined by referring to the relevant appendix.

In instances where an event is not defined in the appendices, each Level 3 approver has the Authority to execute contracts and agreements within his or her specific area of responsibility subject to the limitation of Level 3 Authority and/or the need for legal review (defined below).

The Vice President for Administration and Finance may revoke Delegated Authorities of any Level 3 or below associate at any time. Persons of a higher level can revoke Delegation Authority of any lower level person who reports directly to them. Where an Authority level for an event has not been defined, associates should seek approval from the relevant Level 3 or Leadership Team member before proceeding.

5. New Roles/Position Titles

Levels of Authority are based on the Emerson College Job Level Matrix maintained by Human Resources beginning with “Manager 1” job level and above. When a new position title is created, Human Resources will assign that position title to the appropriate Level of Authority consistent with the Job Level Matrix classification of the new job.

6. Absences

Unique situations within units or departments, such as a vacant position, an Associate on an approved leave, or an Associate under investigation for misconduct, may require limited or short-term exceptions to this policy. In general an Associate with Delegated Authority must transfer his or her Authority to his or her supervisor, not to a subordinate. Exceptions to this “one up” principle must be specifically stated and approved in writing and in advance by the Vice President for Administration and Finance.

7. Approval Processes and Enforcement

Each Associate must adhere to his/her Delegated Authority. Each Associate must comply with the required process flows and the review/decision/authority requirements both before and after the Event over which he or she is exercising Delegated Authority.

Amendments to authority requirements may be issued from time to time in accordance with Section III (H) of the Policy on Policies and will be communicated by email. All Associates are responsible for keeping up to date with the changes as they occur.

Each Associate authorizing an Event must affix his or her own signature (physical or electronic as permitted) to any documents that are required to be signed. Signing or affixing someone else’s name is prohibited except in special circumstances where permission is requested in writing and is approved by the Vice President for Administration and Finance.

8. Implied Representations of the Signatory

When an Associate signs a document on behalf of Emerson College, he or she makes the following representations to the College:

The signatory is acting within his or her delegated authority.

The signatory has no reason to believe that a conflict of interest exists.

Budgeted dollars are available for this transaction. Under no circumstances are expenses to be split or assigned to a different account or org to accommodate lower authority limits.

The transaction is allowable, meaning that it is permissible in accordance with the rules and regulations pertaining to the budgetary source.

The transaction is in the best interests of the College and for official College business only.

The transaction complies with all existing federal, state, and College regulations and policies.

The transaction does not appear to, nor does it actually, provide any personal benefit to any employee.

The transaction is necessary accomplish College business, meaning that, without the transaction, programmatic objectives would be difficult or otherwise more costly to achieve, or that the impact, level or quality of the achievement of these objectives would be reduced.

The transaction is reasonable, meaning the quality and quantity of the goods or services were sufficient to meet, but not exceed, the identified need.

9. Legal Review of Contracts

The Office of the General Counsel or its designee shall perform legal review of contracts. No contract in excess of $50,000 shall be signed without legal review, unless the language of the contract has previously been approved by the Office of the General Counsel or an approved Emerson College template is used. (The $50,000 limit applies also to multi-year contracts totaling $50,000 or more.) All contracts that have rights or commitments in excess of three years or which provide indemnification against claims (whether by or for the benefit of Emerson College) or seek to limit the amount or type of liability in any way also must be reviewed by the Office of General Counsel prior to approval and signature. The Office of the General Counsel shall also review all contracts with provisions establishing the choice of law or the forum or means for resolution of disputes and all contracts with confidentiality or non-disclosure obligations. See Emerson College Contract Policy for further details.